NDTV founders Roys to sell stake in company to Adani Group

Gautam Adani | Reuters

New Delhi: NDTV founders Prannoy Roy and his wife Radhika Roy on Friday said they will sell all but 5 per cent of their remaining shareholding in the news broadcaster to Adani Group for up to Rs 647.6 crore.

Roys, who founded New Delhi Television Ltd (NDTV) as India's first and largest private producer of news current affairs and entertainment television, lost their status of being the company's largest shareholder in recent weeks.

This follows Adani Group becoming the majority shareholding of NDTV after first buying out a company backed by the founders and then acquiring more shares from the open market.

Now, Roys are selling 27.26 per cent out of their remaining 32.26 per cent shareholding in NDTV, according to stock exchange filings by the company.

The sale will happen on or after December 30 in one or more tranches, it said without disclosing the price.

The volume-weighted average market price of NDTV in the last 60 trading days is Rs 368.43, the filing said.

Based on this price, the sale of 1.75 crore shares would fetch Roys up to Rs 647.6 crore.

Post acquisition of the founders' stake, Adani Group will control 69.71 per cent of NDTV.

"The (Adani Group firm) AMG Media Network, after the recent open offer (made to minority shareholders after buying out promoter firm), is now the single-largest shareholder in NDTV.

"Consequently, with mutual agreement, we have decided to divest most of our shares in NDTV to the AMG Media Network," the founders said in a statement to the stock exchanges.

The two together hold 32.26 per cent stake in NDTV while the Adani Group now holds 37.44 per cent.

The announcement came within hours of the NDTV board appointing two nominee directors of the richest Asian Gautam Adani-run conglomerate on the board.

"Since the open offer (by Adani Group) was launched, our discussions with Gautam Adani have been constructive; all the suggestions we made were accepted by him positively and with openness," Roys said in the statement without giving details.

NDTV is home to the some of the best known reporters, anchors and producers. Its 23 offices and studios across the country host India's most modern and sophisticated production and news gathering facilities.

"We started NDTV in 1988 in the belief that journalism in India was world-class but needed a strong and effective broadcast platform that would allow it to grow and shine.

"After 34 years, we believe that NDTV is an institution that has met so many of our hopes and ideals; we are so proud and grateful that across the globe, NDTV is recognised as 'India's and Asia's Most-Trusted News Broadcaster," the founders said in the statement.

Adani, they said, "has invested in a brand that is synonymous with Trust, Credibility and Independence, and we are hopeful that he will preserve these values and expand upon them with all the responsibility required of a leader of an organisation of this nature."

"We look forward to watching NDTV, and its entire extraordinary team, delivering the next phase of growth, one that India can be proud of," they added.

Prannoy Roy started with producing 'The World This Week' in 1989. He produced live coverage of the annual Union Budget in the following year and went on to host analysis of general and state election results.

NDTV entered into a contract with STAR/NTVI for producing news content for its 24 hours news channel in 1997 and during the same year entered into a contract with BBC India to produce a substantial portion of its content sourced from India.

In 1998, the company started production of content for the Star News channel and launched NDTV Online with MSNBC. NDTV had launched its news channels 'NDTV 24X7' and 'NDTV India' in April 14, 2003. It launched its business channel 'NDTV Profit' on January 17, 2005.

It listed on bourses in 2007.

Adani Group acquired a 29.18 per cent stake in NDTV by buying a company backed by the television network's founders, Radhika Roy and Prannoy Roy. Thereafter, it made an open offer to acquire an additional 26 per cent from public shareholders.

That open offer found investors willing to sell over 53 lakh shares of NDTV despite the deep discount on the stock's trading price. The stock tendered translated to an 8.26 per cent shareholding, taking the total interest of Adani Group in NDTV to 37.44 per cent - higher than the 32.26 per cent holding of founders.

Consequently, NDTV offered two board positions to Adani Group.

And on Friday, Adani Group nominees Sanjay Pugalia and Senthil Sinniah Chengalvarayan were approved as directors on the board.

By virtue of it being the largest shareholding of NDTV, Adani Group also got the right to nominate a chairman of the news broadcaster. But NDTV in the filing did not mention about it.

Currently, Prannoy Roy is the chairperson of NDTV while his wife Radhika Roy is an executive director.

Prannoy Roy owns a 15.94 per cent stake and Radhika Roy another 16.32 per cent.

Prior to Adani Group's hostile takeover, promoters held 61.45 per cent shares in NDTV. This included 1.88 crore shares or 29.18 per cent held by RRPR Holding Pvt Ltd.

RRPR Holding Pvt Ltd is the firm that Adani Group indirectly acquired in August, triggering an open offer to buy a further 26 per cent of the media company.

Gautam Adani, the richest Asian and the founder chairman of Adani group, last month told the Financial Times that he intends to scale up NDTV to make it an international media group and had asked Prannoy Roy to remain as chair.

NDTV will give Adani Group a footprint in the media space as part of its broader diversification spree that has led to the expansion of the conglomerate beyond coal mining and ports into airports, data centres, cement and digital services.

In 2009, RRPR or Radhika Roy Prannoy Roy Holdings Private Limited, took an interest-free loan of Rs 403 crore from a firm linked to Reliance Industries that eventually ended up with a closely-held firm Vishvapradhan Commercial Pvt Ltd (VCPL). The loan allowed VCPL to convert warrants into shares of RRPR Holdings, which held a 29.18 per cent stake in NDTV.

In August, Adani Group acquired VCPL and sought the conversion of warrants arising from unpaid loans into equity. NDTV initially said the move was "executed without any input from, conversation with, or consent of" its founders. But late last month, the conversion was agreed to, and Adani got 29.18 per cent shares of NDTV.

Post takeover, Adani Group appointed two of its executives -- Sudipta Bhattacharya and Sanjay Pugalia -- to the RRPR board, as well as Senthil Chengalvarayan, a journalist who is an independent director at Quintillion Business Media Pvt, another media firm in which Adani bought a stake earlier this year.

Pugalia, a former journalist, is the chief executive officer and editor-in-chief of media initiatives at Adani Group.


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